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HX64077772 
R  A982. P53  F87         Charter  and  certific 


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CHARTER 


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I     CERTlFICATh  OF   INCORPORATION 


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BY-LAWS 


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Frederick  Douglass   Memorial  ^ Hospital 
ard  Training  School. 


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CHARTER 

AND 

CERTIFICATE  OF   INCORPORATION 

WITH 

BY-LAWS 

OF  THE 

Frederick  Douglass   Memorial   Hospital 
and  Training  School. 


7 


«•■  .--I 


CHARTER 

AND 

CERTIFICATE  OF  INCORPORATION 

WITH 

BY^  LAWS 

OF  THE 

Frederick  Douglass  Memorial  Hospital 
and  Training  School. 


Be  it  Resolved,  That  moved  by  a  desire  to  make  fur- 
ther and  better  provisions  than  now  exist  for  the  relief, 
care,  medical  attendance  and  treatment  of  the  sick  and 
infirm  poor  of  the  City  of  Philadelphia,  and  especially 
the  colored  element  of  said  city,  as  well  as  the  necessity 
for  better  facilities  to  train  persons  to  become  professional 
nurses,  the  following  named  persons,  to  wit  : 

3 


Jacob  C.  White,  Jr.,  Levi  Cromwell,  S.  J.  M.  Brock, 
Andrew  F.  Stephens,  Henry  M.  Minton,  Lewis  G. 
Gordon,  Sarah  E.  Tanner,  Samuel  B.  Huey,  Caroline  E. 
White,  Alma  G.  Somerville,  Mary  E.  Campbell,  P. 
Albert  Dutrieuille,  William  A.  Jackson,  Nathan  F.  Mos- 
sell,  Annie  T.  Nicholson,  John  P.  Sampson,  Aaron  A. 
Mossell.  Three  or  more  of  whom  are  citizens  of  the 
Commonwealth  of  Pennsylvania,  have  associated  them- 
selves for  the  purpose  of  founding  and  maintaining  a 
Hospital  and  Training  School  in  said  city,  and  being 
desirous  of  being  rated  a  corporation  or  body  politic  for 
the  purpose  aforesaid,  agreeable  to  the  provisions  of  the 
Acts  of  Assembly  of  the  Commonwealth  aforesaid,  in 
that  behalf  made  and  provided,  they  do  therefore  declare 
the  following  to  be  the  objects,  articles  and  conditions 
of  their  said  Association. 

ARTICLE  L 

The  name  of  this  corporation  shall  be  FREDERICK 
DOUGLASS  MEMORIAL  HOSPITAL  AND  TRAINING 
SCHOOL. 

ARTICLE  II. 

The  object  of  this  corporation  is  to  found  and  maintain 
a  Hospital  and  Training  School  for  the  relief  and  medical 

4 


attendance,  care  and  treatment  of  the  sick  and  infirm 
poor  of  the  City  of  Philadelphia,  and  the  instruction  of 
those  desiring  to  become  trained  nurses. 

ARTICLE  III. 
The  members  of  this  corporation  shall  be  the  sub- 
scribers hereto,  together  with  those  persons  who  shall 
from  time  to  time  comply  with  such  terms  of  membership 
not  inconsistent  with  this  Charter  or  with  the  Constitution 
or  laws  of  the  Commonwealth  of  Pennsylvania,  as  shall 
be  prescribed  by  the  By-Laws. 

ARTICLE  IV. 

The  business  and  government  of  this  corporation  shall 
be'  directed  by  a  Board  of  Managers,  not  exceeding 
twenty-one  in  number,  and  shall  be  conducted  in  the 
City  of  Philadelphia,  in  the  State  of  Pennsylvania. 

ARTICLE  V. 

The  number  of  the  Board  of  Managers,  necessary  to 
to  constitute  a  quorum,  shall  be  prescribed  by  the  By- 
Laws. 

ARTICLE  VI. 

The  Board  of  Managers  shall  have  power,  by  election, 
in  which  a  majority  of  the  whole  Board  shall  concur,  to 
fill  vacancies  in  their  own  body. 

5 


ARTICLE  VII. 
The  persons  named  in  the  foregoing  preamble  shall  con- 
stitute the  Board  of  Managers  for  the  first  year. 

ARTICLE  VIII. 
The  Board  of  Managers  shall  have  power  to  make  By- 
Laws,  with  rules  and  regulations  for  its  own  government 
and  management  of  the  corporation  and  its  work,  pro- 
vided the  same  are  consistent  with  the  Constitution  and 
laws  of  the  United  States  and  this  Commonwealth,  and 
the  provisions  of  this  Charter. 

ARTICLE  IX. 
The  said  corporation  shall  have  a  common  or  corpo- 
rate seal,  and  by  the  name,  style  and  title  aforesaid  shall 
have  a  right  to  acquire  and  hold  by  gift,  grant,  bequest, 
devise  or  purchase  real  and  personal  estate,  and  shall 
also  have  power  to  sell  and  convey  the  same,  and  to 
give  and  execute  mortgages  and  judgments  on  the  same, 
provided  that  the  moneys  raised  by  the  said  mortgages 
or  other  incumbrances  of  such  property  shall  be  applied 
to  the  same  uses  and  purposes  as  the  said  property  was 
originally  held  for  by  the  said  corporation,  and  provided 
further  that  the  clear  yearly  income  from  any  real  estate 

6 


to  be  so  acquired  by  the  said  corporation  sliall  not  exceed 
the  sum  of  twenty  thousand  ($20,000)  dollars. 


ARTICLE  X. 
The  said  corporation  shall  be  perpetual. 


BY-LAWS 

OF  THE 

BOARD  OF  MANAGERS 

OF  THE 

Frederick  Douglass  Memorial  Hospital 
and  Training  School. 


ARTICLE  I. 


The  Charter  of  this  Institution  is  and  is  hereby  declared 
to  be  its  Constitution. 

ARTICLE  II. 

The  meetings  of  the  Board  of  Management  shall  be  held 
monthly,  and  upon  the  second  Friday  of  every  month. 
Special  meetings  may  be  called  by  the  Secretary  upon 
apv  "cation  of  three  members  of  the  Board.  Seven  mem- 
bers constituting  a  quorum. 


ARTICLE  III. 

Order  of  Business. 

{a}  Call  to  order. 

[d)  Reading  minutes. 

{c)  Reading  bills  and  communications. 

{d)  Report  of  Finance  Committee. 

(<?.)  Report  of  other  Committees. 

{/)  Unfinished  business. 

ig)  New  business. 

(k)  Report  of  Secretary. 

(/)  Report  of  Matron. 

(7)  Adjournment. 

ARTICLE  IV. 

The  Board  of  iVianagement  shall  make,  constitute  and 
appoint  of  its  own  members  a  President,  Vice-President, 
Secretary,  Treasurer,  Chief  of  Hospital  Staff,  Finance 
Committee,  Executive  Committee,  and  a  Visiting  Com- 
mittee, all  of  whom  shall  be  appointed  annually  on  the 
second  Friday  of  October. 

ARTICLE  V. 

The  Duties  of  the  Recording  Secretary. 

The  Recording  Secretary  shall  record  the  transactions  of 

the  Board  and  send  out  notices  of  the  monthly  and  special 

meetings.    He  shall  sign  all  orders  drawn  on  the  Treasurer 

by  the  Finance  Committee  and  shall  attend  to  such  corre- 

9 


spondence  as  shall  be  specified  by  the  Board  and  Finance 
Committee. 

ARTICLE  VI. 

Duties  of  the  Finance  Committee. 

The  Finance  Committee  shall  consist  of  three  members, 
who  shall  receive  all  monies  coming  into  the  Institution 
from  its  various  departments  and  pay  the  same  over  to 
the  Treasurer.  They  shall  apportion  the  money  that  shall 
be  paid  out  to  meet  the  obligations  of  the  Institution. 
They  shall  keep  the  financial  accounts  of  the  Institution 
and  shall  make  the  quarterly  reports  to  the  Auditor- 
General  of  the  State.  They  shall  pay  out  all  monies  for 
the  Institution,  but  only  through  orders  drawn  upon  the 
Treasurer,  signed  by  the  President  of  the  Board,  Secretary 
and  Chairman  of  the  Finance  Committee.  They  shall 
make  a  monthly  audit  of  the  Treasurer's  account  and 
report  the  financial  standing  of  the  Institution  at  each 
quarterly  meeting. 

ARTICLE  VII. 

Duties  of  the  Executive  Com.mittee. 

This  committee  shall  consist  of  five  members.  They 
shall  plan  and  arrange  for  the  general  interest  of  the 
Institution  and,  when  necessary,  shall  take  action  during 
the  interim  in  any  matter  demanding  immediate  attention. 
They  shall  delegate  one  of  their  members  to  negotiate  for 
the  purchasing  of  supplies  for  the  culinary  department,  all 
of  which  shall  be  subject  to  the  Board's  approval. 

10 


ARTICLE  VIII. 

Duties  of  Physician  in  Chief. 
He  shall  nominate  the  members  of  the  Staff  of  Phy- 
sicians, subject  to  the  approval  of  the  Board  of  Managers. 
He  shall  superintend  the  Out-Patient  and  the  In-Patient 
Departments  of  the  Institution.  He  shall  have  oversight 
of  the  Training  School  Department,  also  the  Drug  Store 
Department,  all  of  which  shall  be  subject  to  the  approval 
the  of  Board  of  Managers.  He  shall  submit  to  the  Board 
a  monthly  and  an  annual  report  of  each  of  these  several 
departments. 

ARTICLE  IX. 
Duties  of  Head  Nurse  and  Matron. 

She  shall  be  elected  by  the  Board  annually.  She  shall 
have  oversight  of  nurses  in  training.  She  shall  have 
charge  of  the  culinary  department  and  the  help  therein 
employed,  subject  to  the  rules  and  regulations  prescribed 
by  the  Training  School  Committee  and  the  Board  of 
Management. 

ARTICLE  X. 

The   Training  School  Coniniittee, 

Shall  consist  of  five  members,  including  the  Head  Nurse 
and  Chief  of  Staff.  They  shall  pass  upon  all  applicants 
for  nurse  training,  prescribe  the  rules  governing  this 
department  and  the  course  of  instruction  prescribed  for 
nurses. 

11 


ARTICLE  XI. 

The   Visiting  Committee. 

This  committee  shall  consist  of  one  or  more  members  of 
the  Board,  who  shall  have  power  to  delegate  the  various 
Presidents  of  the  Auxiliaries  to  assist  in  the  work.  Its 
duties  shall  be  to  visit  the  Institution  at  least  once  a  week, 
and  report  its  condition  and  necessities  as  to  the  house- 
keeping departments. 

ARTICLE  XII. 

Etection  of  Members  to  the  Board  of  Managers. 

The  membership  shall  be  divided  into  three  equal 
portions,  or  as  nearly  so  as  possible.  One-third  of  whom 
are  to  be  elected  each  year  for  a  term  of  three  years,  such 
elections  are  to  be  held  annually  on  the  second  Friday  of 
October,  at  which  time  vacancies  in  unexpired  terms  may 
also  be  filled.  The  re-election  of  those  who  are  derelict  in 
attendance  upon  regular  meetings  shall  be  discretionary 
with  the  Board. 


12 


RA982.P63 

Philadelphia.     Frederick 
meinorial  hospital 


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Douglass 


